ABEO, a world leader in sports and leisure equipment, announces the launch of a €23.3m rights issue with preferential subscription rights maintained, which may rise to €26.8m following the exercise in full of the extension clause. On 24 January 2018, the French markets authority (AMF) issued visa No. 18-025 for the Prospectus, including the registration document filed with the AMF on 24 January 2018 under No. R.18-003 and the offering circular (including a summary of the Prospectus).
This rights issue, primarily targeting ABEO shareholders but also open to all investors, will comprise an issue of 740,316 new shares, which may be increased to 851,363 new shares in the event the extension clause is exercised in full, at €31.50 per share; this is a discount of 28.89% with respect to the ABEO share closing price as of 23 January 2018 (€44.30) and 26.78% under the theoretical ex-rights value.
Olivier Estèves, CEO of ABEO, and Jacques Janssen, Managing Director, made the following comments when the operation was launched: "As part of our development plan, we have set ourselves a clear and ambitious target to reach €300 million1 in revenues by 2020. Since our Euronext IPO, we have already completed 4 acquisitions, all of which serve to bolster our leading share of the sports and leisure equipment market.
With the current rights issue, we're seeking to maintain this momentum by strengthen our equity in order to pursue our development while seizing new opportunities for value-enhancing acquisitions. We have decided to bring all our shareholders on board in achieving these aims, and we would like to thank them for supporting this rights issue and thereby demonstrating their long-term commitment to the Company's development."
Pursuant to the roadmap presented during the IPO, ABEO has rolled out its development strategy combining organic and external growth, including four acquisitions as follows: Erhard Sport in Germany (60%), Sportsafe UK (80%), Meta GmbH in Germany (100%) and Kangnas Sport in China (80%). ABEO has also increased its stake in New Zealand-based Clip'n Climb to 100%. Currently, negotiations are underway for the 100% acquisition of two European companies for the Sports division, which together post annual revenues of over €10m. Funding has been put in place for both acquisitions and the transactions may be completed by year-end 2017/18.
The rights issue with preferential subscription rights maintained is aimed at strengthening ABEO's equity and providing the additional resources required to pursue its booming development while seizing acquisition opportunities in line with the following three strategies:
Backed by booming sports equipment markets and confident in its capacity to gain market share, ABEO is reaffirming its target to reach revenues of €300m1 by 2020 by combining like-for-like growth and acquisitions. ABEO plans to invest 80% of the proceeds of this rights issue on acquisitions.
Q3 revenues up 9.7% on a reported basis - Buoyant year-to-date (9 months) order entry2 - up 13.1% (see press release dated 25/01/2018).
ABEO posted Q3 2017/18 revenues of €46.2m, up 9.7%, including 1.7% reduction in organic growth, a 1.1% currency loss and 12.5% contribution from the change in the consolidation scope (external growth including Sportsafe UK in January 2017 and Meta GmbH in November 2017).
Consequently, ABEO reports revenues for the first nine months of 2017/18 of €134.9m, up 8.5% year-on-year. Year-to-date 31 December 2017 organic growth was 0.8% thus consolidating the strong organic growth achieved last year (up 12.2%) and due to sales being postponed to Q4. ABEO's acquisition-driven growth continued and recent acquisitions accounted for 8.9% revenue growth. In view of the depreciation of the British pound, a 1.3% currency loss on revenues was recorded.
Year-to-date 2017/18 order entry surged totalling €143.5 million for the nine-month period, up 13.1% (up 5.1% like-for-like, up 9.4% due to acquisitions and down 1.4% due to currency movements) year-on-year.
Furthermore, ABEO's growth will be boosted by the consolidation of the following recent acquisitions:
As such, ABEO anticipates higher Q4 2017/18 revenue growth.
Principal terms of the rights issue with preferential subscription rights
Share capital prior to the rights issue
As at the Prospectus date, share capital is composed of 6,662,848 shares each with a nominal value of €0.75, fully paid up.
Characteristics of the share:
Label: ABEO
ISIN code: FR0013185857 Ticker: ABEO
ICB Classification: ICB 3745 - Recreational Products
LEI Code: 969500VJOAUSXLS74682
Market: Euronext Paris
Subscription price of the new shares
€31.50 per share (€0.75 nominal value plus €30.75 share premium), representing a 28.89% discount on the ABEO share closing price prior to the AMF's Prospectus visa (i.e. €44.30 as at 23 January 2018).
Gross issue proceeds
€23,319,954 which may be increased to €26,817,934.50 if the extension clause is exercised in full.
Shareholder subscription commitments
Mr Olivier Estèves, who directly and through Jalénia, a company he controls, holds 3,056,972 shares representing 45.9% of share capital and 50.5% of theoretical voting rights of the Company, has undertaken to sell 1,265,770 preferential subscription rights at a total price of €1 per block, representing 41.4% of the rights attached to the shares held as at the date hereto, to the fund Nobel managed by Weinberg Capital Partners and to Group executives.
Mr Jacques Janssen, who directly and through Serdon, a company he controls, holds 1,028,662 shares representing 15.4% of share capital and 17.3% of theoretical voting rights of the Company, has undertaken to:
Olivier Estèves and Jalenia, and Jacques Janssen and Serdon, have stated their intention to sell their remaining preferential subscription rights. They have undertaken to make their best efforts to make such preferential subscription rights available to reclassification at the beginning of the trading period of the preferential subscription rights. This reclassification could take place as part of an accelerated procedure to build an order book arranged by the lead bank and bookrunner. If so, a press release will immediately be issued describing the reclassification terms (i.e. quantity and price). Should such reclassification not take place, or should it concern only some preferential subscription rights involved, Olivier Estèves and Jalenia, and Jacques Janssen and Serdon, intend to sell their rights by any means (including on and off the market) during the preferential subscription rights trading period from 29 January to 7 February 2018.
CM-CIC Investissement SCR, which holds 1,247,246 shares representing 18.7% of share capital and 20.9% of theoretical voting rights of the Company, has undertaken to subscribe irrevocably to the rights issue for a total of €4,365,358, by subscribing irreducibly for all 1,247,246 preferential subscription rights attached to the shares held as at the date hereto (providing for subscription of 138,582 shares amounting to €4,365,333).
Bpifrance France Investissement, which holds 333,152 shares representing 5.0% of share capital and 2.8% of theoretical voting rights of the Company through the France Investissement Croissance 5 fund which it manages, has undertaken to subscribe irrevocably to the rights issue, for a total amount of €1,166,031, by subscribing irreducibly for all 333,152 preferential subscription rights attached to the shares held at the date hereto, (providing for subscription of 37,016 shares amounting to €1,166,004).
Weinberg Capital Partners, which holds 237,530 shares representing 3.6% of share capital and 2.0% of theoretical voting rights of the Company through the Nobel fund it manages, has irrevocably undertaken on behalf of the Nobel Fund for a total amount of €6,000,000, to:
In addition to the aforementioned subscription commitments, CIC has undertaken to subscribe, if necessary, for up to 141,544 shares so that the commitments represent at least 75% of the total issue, or 555,237 new shares. CIC, Credit Industrial and Commercial, is the parent company and lead bank of the CIC group and holds a 99.9% stake in CM-CIC Investissement SCR.
Senior executives' intentions to subscribe
32 Group executives announced their intention to purchase preferential subscription rights from the two majority shareholders at €1 per block and to exercise them, for a total amount of €750,000.
Terms of subscription
Subscription for the new shares will be primarily reserved:
Preferential subscription rights holders will be able to subscribe:
Listing and procedures for exercising preferential subscription rights
Preferential subscription rights will be detached and traded on Euronext Paris from 29 January 2018 until the end of the trading period, i.e. until 7 February 2018, under ISIN code FR0013311693. As a result, existing shares will be traded ex-rights from 29 January 2018.
Preferential subscription rights may be bought or sold on the market during their trading period, between 29 January 2018 and 7 February 2018 inclusive.
To exercise preferential subscription rights, holders must apply to their authorized broker at any time between 31 January 2018 and 9 February 2018 inclusive and pay the relevant subscription price.
Preferential subscription rights that are not exercised by 9 February 2018 or sold thereof by 7 February 2018, will lapse at close of trading with zero value.
Theoretical value of preferential subscription rights and ex-rights shares - Discounts of the issue price of the new shares in relation to the share price and the theoretical value of the ex-rights share
Based on the closing share price as at 23 January 2018, i.e. €44.30:
- €31.50 issue price of new shares means a 28.89% discount,
- €1.28 theoretical value of preferential subscription rights,
- €43.02 theoretical value of ex-right shares,
- New shares are issued at a 26.78% discount under the theoretical value of ex-right shares.
Transfer of preferential subscription rights through an accelerated order book or by sale on or off the market or anticipation of such sales could occur during the preferential subscription rights trading period and could negatively impact their value.
Lock-up and holding commitments
Indicative timetable for the rights issue
| 24/01/2018 | AMF approved Prospectus |
| 25/01/2018 | Issue of a press release announcing the transaction launch Euronext issue circular |
| 26/01/2018 | Trading day at the end of which existing shares registered will be granted preferential subscription rights |
| 29/01/2018 | Detachment and start of trading of preferential subscription rights on Euronext |
| 31/01/2018 | Opening of subscription period |
| 7/02/2018 | End to trading of preferential subscription rights |
| 9/02/2018 | Closure of subscription period Date of exercise of the extension clause by the Company in the event of oversubscription |
| 16/02/2018 | Issue of a press release announcing the result of subscriptions Euronext publishes the notice of admission of the new shares, the value of the issue and the scale of reducible subscriptions |
| 20/02/2018 | Issue of new shares - settlement - delivery Admission of new shares for trading |
Availability of Prospectus
Copies of the Prospectus with visa dated 24 January 2018 No. 18-025 issued by the French markets authority (AMF), comprising the registration document filed on 24 January 2018 under No. R.18-003, and the securities note (including a summary of the Prospectus), are available free of charge and upon request at the ABEO registered office and in electronic form on websites www.abeo-bourse.com and www.amf-france.org.
Risk factors
In addition to risk factors described in Chapter 3 of the registration document, investors are invited to consider additional risk factors as laid out in Chapter 2 of the Transaction Circular.
Professional advisors
| CM-CIC | LAMY LEXEL | ACTUS finance & communication |
| Lead bank and book runner |
Legal | Financial communication |
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| 22 May 2018 before start of trading | 2017/18 full-year revenues |
Find out more at www.abeo-bourse.com
| ABOUT ABEO |
| ABEO is a major player in the sports and leisure market. The Group posted revenue of €167 million for the year ended 31 March 2017, 70% of which was generated outside France. At year-end it had 1,200 employees. ABEO is a designer, manufacturer and distributor of sports and leisure equipment. It also provides assistance in implementing projects to professional customers in the following sectors: specialised sports halls and clubs, leisure centres, education, local authorities, construction professionals, etc. ABEO has a unique global offering, and operates in a wide variety of market segments, including gymnastics apparatus and landing mats, team sports equipment, physical education, climbing walls, leisure equipment and changing room fittings. The Group has a portfolio of strong brands which partner sports federations and are featured at major sporting events, including the Olympic Games. ABEO (ISIN code: FR0013185857, ABEO) is listed on Euronext Paris - Compartment C. |
Contacts
For any questions relating to this press release or the ABEO Group, please contact ACTUS finance & communication:
| Investor relations - Corinne Puissant | [email protected] | Tel: +33 (0)1 53 67 36 77 |
| Press relations - Serena Boni | [email protected] | Tel: +33 (0)4 72 18 04 92 |
Important notice
This press release and the information included herein do not constitute an offer of sale, purchase or subscription or the solicitation of a sale, purchase or subscription order for ABEO shares (the “Shares”) in any country. No shares have been or will be offered in France prior to obtaining the approval of the French Financial Markets Authority (the “AMF”) for a prospectus comprising the Base Document (“document de base”) that is the subject of this press release and an offering circular (securities note) to be submitted to the AMF at a later date.
The dissemination, publication or distribution of this release in certain countries may constitute a breach of applicable statutory and regulatory provisions. Accordingly, persons who are physically located in such countries in which this release is disseminated, distributed or published must enquire about and comply with such local restrictions.
Specifically:
This release amounts to a promotional communication and not a prospectus within the meaning of Directive 2003/71/EC issued by the European Parliament and Council on 4 November 2003, as amended, specifically by Directive 2010/73/EU issued by the European Parliament and Council on 24 November 2010, as amended and as transposed in each Member State of the European Economic Area (the “Prospectus Directive”).
In the case of European Economic Area Member States other than France (the “Member States”) which have transposed the Prospectus Directive, no action has been undertaken or will be undertaken in order to enable a public offering of securities that renders the publication of a prospectus mandatory in any of those Member States. As a result, the Shares may be offered in Member States solely: (a) to legal entities that are qualified investors as defined in the Prospectus Directive, or (b) in other cases that do not require ABEO to publish a prospectus under Article 3(2) of the Prospectus Directive.
This release has not been disseminated or approved by an “authorised person” within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a result, this release is solely addressed and intended for (i) persons outside the United Kingdom, (ii) investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (iii) the persons referred to in Article 49(2) (a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or (iv) any other person to whom this release may be addressed in accordance with the law (the persons listed under points (i), (ii), (iii) and (iv) are jointly designated as the “Eligible Persons”). The securities are only intended for Eligible Persons and any invitation, offer or agreement relating to the subscription, purchase or acquisition of the securities can only be addressed to or entered into with Eligible Persons. Any person other than an Eligible Person must refrain from using or relying on this release and the information that it contains. This release does not amount to a prospectus approved by the Financial Services Authority or by any other regulatory authority in the United Kingdom within the meaning of Section 85 of the Financial Services and Markets Act 2000.
This release does not constitute an offer of transferable securities or any kind of solicitation to purchase or subscribe to transferable securities or to any solicitation to sell transferable securities in the United States. The transferable securities that are the subject of this release have not been and will not be registered within the meaning of the US Securities Act 1933 as amended (the “US Securities Act”) and cannot be offered or sold in the United States without registration, or an exemption from the registration requirement, pursuant to the US Securities Act. The Shares have not been and will not be registered under the US Securities Act and ABEO does not intend to perform any public offering of its shares in United States.
1This target set during the 2016 IPO includes 7% organic growth per year and 12% external growth per year from 1 April 2016 to 31 March 2020, subject to any currency gains/losses.
2Non-financial data - to measure sales trends of its operations, the Group uses the value of order entry during a given period among other things. This sales indicator represents the value of all orders recorded from 1 April to 31 December 2017, and the comparative figure is order entry recorded during the same period of the previous year.
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